-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WxHOU3olanc5SceJsjeyPyUvuUtcM+KUG4cppd49XRxt9cIBtc4VDAef3IWigNUk ob04eqvdL7XX/Za3SwGerQ== 0001017062-99-000011.txt : 19990106 0001017062-99-000011.hdr.sgml : 19990106 ACCESSION NUMBER: 0001017062-99-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43000 FILM NUMBER: 99500807 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9166462020 MAIL ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER LASER SYSTEMS INC CENTRAL INDEX KEY: 0000878543 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330476284 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 7148590656 MAIL ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92677 SC 13D/A 1 AMEND. #9 RE: OPHTHALMIC IMAGING SYSTEMS INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) OPHTHALMIC IMAGING SYSTEMS (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 683737 (CUSIP Number) Premier Laser Systems, Inc. Attn: Colette Cozean 3 Morgan Avenue Irvine, CA 92718 with a copy to: William J. Simpson, Esq. Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive, 17th Floor Costa Mesa, California 92626 (714) 668-6200 (Name, address and telephone number of person authorized to receive notices and communications) December 24, 1998 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ------------------------------ * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 5 Pages) 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON PREMIER LASER SYSTEMS, INC. 33-0472684 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[_] b[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 2,131,758 OWNED BY EACH 8. SHARED VOTING POWER REPORTING PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 2,131,758 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,131,758 CUSIP No. 683737 13D Page 2 of 5 Pages 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] N/A 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.3%, BASED ON 4,155,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS OF JULY 14, 1998. 14. TYPE OF PERSON REPORTING CO *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 683737 13D Page 3 of 5 Pages OPHTHALMIC IMAGING SYSTEMS Common Stock SCHEDULE 13D This Amendment No. 9 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on December 29, 1997 (the "Original Schedule 13D"), as previously amended by Amendment No. 1 to the Original Schedule 13D filed with the Commission on January 5, 1998, by Amendment No. 2 to the Original Schedule 13D filed with the Commission on January 20, 1998, by Amendment No. 3 filed with the Commission on February 12, 1998, by Amendment No. 4 filed with the Commission on March 3, 1998, by Amendment No. 5 filed with the Commission on August 14, 1998, by Amendment No. 6 filed with the Commission on August 20, 1998, by Amendment No. 7 filed with the Commission on August 21, 1998 and by Amendment No. 8 filed with the Commission on November 25, 1998, with respect to the purchase by PREMIER LASER SYSTEMS, INC. ("Premier") of shares of common stock, no par value per share (the "Shares") of OPHTHALMIC IMAGING SYSTEMS, a California corporation ("OISI") (as amended, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Schedule 13D. Item 4. Purpose of Transaction. The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: OISI has called an annual meeting of shareholders (the "Annual Meeting") to be held on January 18, 1999 for the purpose of, among other things, electing directors. The record date established for purposes of identifying the shareholders entitled to vote at the Annual Meeting is December 23, 1998. In light of the possibility that the Annual Meeting could be canceled, Premier has, pursuant to California Corporations Code (S) 600(d), called a special meeting of the OISI shareholders to be held on January 28, 1999 for the purpose of electing OISI directors. The record date for this special shareholders meeting will be December 24, 1998. In the event that the Annual Meeting occurs as scheduled, Premier intends to cancel the special meeting of shareholders described above. OISI has included Premier's proposed slate of directors in OISI's proxy statement related to the Annual Meeting. This slate includes OISI's current CEO Steven R. Verdooner but does not include any other current officer or director of either OISI or Premier. Premier has no current plans to acquire additional securities of OISI. It is possible, however, that Premier could acquire additional shares of OISI in the future. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. This item as previously filed is amended and supplemented by incorporating herein the additions to Item 4 made by this Amendment No. 9. CUSIP No. 683737 13D Page 4 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 4, 1999 PREMIER LASER SYSTEMS, INC. By: /s/ Charles J. Olson ---------------------------------- Name: Charles J. Olson Title: Chief Financial Officer CUSIP No. 683737 13D Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----